exh10-9_1392165.htm


    EXHIBIT
10.9

       

      DATED 
December __, 2009

       

      


       

      


       

      


       

      GTT-EMEA
LTD. (1)

       

      


       

      and

       

      


       

      SILICON
VALLEY BANK (2)

       

      


       

      _______________________________

       

      


       

      DEBENTURE

       

      


       

      _______________________________

       

      


       

      


       

      


       

      


       

      


       

      

       

      Solicitors

      


       

      Waverley
House

      7-12
Noel Street London  W1F 8GQ DX: 44627 MAYFAIR

      Tel:
+44 (0) 20 7339 7000  Fax: +44 (0) 20 7339 7001  Web:
jgrweb.com

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS DEBENTURE
is                                                                                                                 2009

       

      and made
BETWEEN:

       

      
        	
                (1)

              	
                GTT-EMEA LTD., a company
      incorporated and registered in England and Wales under company number
      03580993, whose registered office is at Fifth Floor, Morley House, 26
      Holborn Viaduct, London  EC1A 4AT (“the Chargor”);
      and

              


      

       

      
        	
                (2)

              	
                SILICON VALLEY BANK, a
      California chartered bank, with its principal place of business at 3003
      Tasman Drive, Santa Clara, California 95054, U.S.A. (“the Bank”).

              


      

       

      
        	
                 
      

              	
                WHEREAS:

              


      

       

      
        	
                (A)

              	
                The
      Bank has agreed to make available jointly to the Chargor, Global Telecom
      & Technology, Inc (a company incorporated and registered in the State
      of Delaware, U.S.A. which is the parent company of the Chargor) (“GTTI”), Global Telecom
      & Technology Americas, Inc (a company incorporated and registered in
      the State of Virginia, U.S.A. which is a subsidiary of GTTI) (“GTTA”) and WBS Connect
      LLC (a company incorporated in the State of Colorado, U.S.A.) (“WBS”), under the terms
      of a second amended and restated loan and security agreement entered into
      on the date of this Debenture between the Bank, GTTI, GTTA, WBS and the
      Chargor (“the Loan and
      Security Agreement”), a revolving loan facility of a maximum amount
      of $6,250,000 (six million two hundred and fifty thousand US dollars)
      increasing to $10,000,000 (ten million dollars) upon an Increase Event (as
      defined in the Loan and Security Agreement) (“the Facility”).

              


      

       

      
        	
                (B)

              	
                It
      is a condition precedent to the availability of the Facility that the
      Chargor enters into this Debenture.

              


      

       

      WITNESSES
as follows:

       

      
        	
                1.

              	
                Definitions

              


      

       

      
        	
                 
      

              	
                In
      this Debenture:

              


      

       

      
        	
                 
      

              	
                “Permitted
      Encumbrance” means:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Permitted
      Liens (as defined in the Loan and Security
  Agreement);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Rental
      Deposit Agreement dated 8 June 2004 in favour of Frank Blin, John Edward
      Kitson Smith, Paul Boorman and John Robert Lloyd Berriman;
    and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Rent
      Deposit Agreement dated 1 June 2009 in favour of Price Waterhouse Coopers
      LLP.

              


      

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.           Covenant
to pay

       

      The
Chargor covenants to pay and discharge to the Bank, when the same shall be or
become due, all monies obligations and liabilities whatsoever whether for
principal, interest (to the date of discharge in full) or otherwise in whatever
currency which may now or at any time in the future be due owing or incurred
(whether actual or contingent and whether alone, severally or jointly or as
principal, guarantor, surety or otherwise and in whatever name or style) by the
Chargor to the Bank under the terms of the Loan and Security Agreement
(including any amendment or renewal thereof) or under the terms of any of the
other Loan Documents (as defined in the Loan and Security
Agreement).

       

      
        	
                3.

              	
                Charge

              


      

       

      
        	
                3.1.

              	
                The
      Chargor, with full title guarantee and as a continuing security for the
      payment or discharge of all monies obligations and liabilities covenanted
      to be paid or discharged by the Chargor under this Debenture together with
      all reasonable costs and expenses incurred by the Bank in relation to this
      Debenture or the monies obligations and liabilities hereby secured, hereby
      charges:

              


      

       

      
        	
                3.1.1.

              	
                by
      way of first fixed charge:

              


      

       

      
        	
                 
      

              	
                3.1.1.1.

              	
                all
      freehold leasehold and other immovable property now or in the future
      belonging or charged to the Chargor together with all buildings, trade and
      other fixtures, fixed plant and machinery of the Chargor from time to time
      thereon and the proceeds of sale
thereof;

              


      

       

      
        	
                 
      

              	
                3.1.1.2.

              	
                all
      equipment plant machinery vehicles tools furniture fittings computers and
      other tangible moveable property now or in the future belonging to the
      Chargor (or rights to use any of the same) and the full benefit of any
      warranties or maintenance contracts for any of the
  same;

              


      

       

      
        	
                 
      

              	
                3.1.1.3.

              	
                all
      present and future book debts and other debts and other monies due owing
      payable or incurred to the Chargor now or in the future (“the Debts”) and
      the benefit of any guarantees, indemnities or other assurances in respect
      of the Debts and the proceeds of payment or realisation of each of the
      Debts until the payment of such proceeds into the separate bank account
      mentioned in clause 5.2.5 below;

              


      

       

      
        	
                 
      

              	
                3.1.1.4.

              	
                all
      funds standing to the credit of the Chargor from time to time on any
      account with the Bank or any other bank or financial institution and all
      rights deriving therefrom (including the right to
    interest);

              


      

       

      
        	
                 
      

              	
                3.1.1.5.

              	
                all
      stocks shares and other securities now or in the future belonging to the
      Chargor together with all dividends and other rights deriving
      therefrom;

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.1.1.6.

              	
                all
      bills of exchange promissory notes and negotiable instruments of any
      description now or in the future beneficially owned by the
      Chargor;

              


      

       

      
        	
                 
      

              	
                3.1.1.7.

              	
                all
      the goodwill of the Chargor and its uncalled capital for the time
      being;

              


      

       

      
        	
                 
      

              	
                3.1.1.8.

              	
                all
      rights and interests in and claims under all policies of insurance and
      assurance held or to be held by or inuring to the benefit of the Chargor
      and the benefit of all rights and claims to which the Chargor is now or
      may be entitled under any
contracts;

              


      

       

      
        	
                 
      

              	
                3.1.1.9.

              	
                the
      benefit of all licences, consents and authorisations held or utilised by
      the Chargor now or in the future in connection with its business or the
      use of any of its assets; and

              


      

       

      
        	
                 
      

              	
                3.1.1.10.

              	
                the
      benefit of all patents patent applications inventions trade marks service
      marks designs and trade names copyright know-how and other intellectual
      property rights and all fees royalties and other rights of every kind
      deriving therefrom now or in the future belonging to the Chargor;
      and

              


      

       

      
        	
                3.1.2.

              	
                by
      way of first floating charge the whole of the Chargor’s undertaking and
      all its property and assets whatsoever and wheresoever present and future
      other than the property and assets from time to time effectively charged
      to the Bank by way of fixed charge by this
  Debenture.

              


      

       

      
        	
                3.2.

              	
                The
      Bank may, in its sole discretion, convert the floating charge created by
      clause 3.1.2 at any time by notice in writing to the Chargor into a fixed
      charge as regards all of the property and assets which for the time being
      are the subject of such floating charge or, as the case may be, such of
      the said property and assets as are specified by such
      notice.  The floating charge created by clause 3.1.2 shall
      subject to the provisions of Paragraph 43 of Schedule B1 to the Insolvency
      Act 1986 and unless otherwise agreed in writing by the Bank automatically
      and without notice immediately be converted into a fixed charge in the
      event that the Chargor shall create or permit to subsist any mortgage
      charge pledge lien or other security interest other than this Debenture or
      if any person takes any step to levy any distress attachment execution or
      other legal process against any of the said property or
      assets.

              


      

       

      
        	
                3.3.

              	
                Paragraph
      14 of Schedule B1 to the Insolvency Act 1986 applies to the floating
      charge created by clause 3.1.2 of this Debenture which is a “qualifying
      floating charge” for the purposes of paragraph 14(1) of Schedule B1 to the
      Insolvency Act 1986.

              


      

       

      
        	
                3.4.

              	
                The
      security from time to time constituted by or pursuant to this Debenture
      shall be in addition to and shall not prejudice determine or affect any
      other security which the Bank may from time to time hold for or in respect
      of all or any part of the monies obligations and liabilities hereby
      secured. No prior security held by

              


      

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      the Bank
over the property charged by this Debenture or any part of it shall merge in the
security created hereby or pursuant hereto which will remain in force and effect
as a continuing security until discharged by the Bank.

       

      
        	
                4.

              	
                Restrictions
      on Dealing

              


      

       

      
        	
                4.1.

              	
                The
      Chargor shall not without the prior written consent of the
      Bank;

              


      

       

      
        	
                4.1.1.

              	
                create
      or permit to subsist any mortgage charge (fixed or floating) pledge lien
      (other than a lien arising by operation of law) or other security interest
      on any of its assets other than this Debenture and Permitted
      Encumbrances;

              


      

       

      
        	
                4.1.2.

              	
                other
      than in respect of Permitted Indebtedness and Permitted Investments (as
      defined in the Loan and Security Agreement) and other than as otherwise
      specifically permitted in the Loan and Security Agreement sell transfer
      lease lend or otherwise dispose of the whole or any part of its
      undertaking or (save in the normal course of trading at not less than
      market value) of its assets or enter into any agreement or grant any
      option for any such sale transfer lease loan or other
      disposal;

              


      

       

      
        	
                4.1.3.

              	
                part
      with possession of any freehold or leasehold property grant or agree to
      grant any option or any licence tenancy or other right of occupation to
      any person or exercise the powers of leasing or agreeing to lease or of
      accepting or agreeing to accept surrenders conferred by Sections 99 and
      100 of the Law of Property Act 1925 provided that such restrictions shall
      not be construed as a limitation on the powers of any receiver appointed
      under this Debenture and being an agent of the Chargor and the Bank may
      grant or accept surrenders of leases without restriction at any time after
      the Bank shall have demanded the payment or discharge of any of the monies
      obligations and liabilities hereby secured;
and

              


      

       

      
        	
                4.1.4.

              	
                pull
      down or remove or redevelop or make any material alteration to the whole
      or any part of any buildings or sever unfix or remove any fixtures or
      remove any plant or machinery belonging to or in use by the Chargor except
      for the purpose of effecting repairs or replacing the
  same.

              


      

       

      
        	
                5.

              	
                Representations,
      Warranties and Covenants by the
Chargor

              


      

       

      
        	
                5.1.

              	
                The
      Chargor represents and warrants to the Bank and undertakes
      that:

              


      

       

      
        	
                5.1.1.

              	
                it
      has and will at all times have the necessary power and authority to enter
      into and perform its obligations under this
  Debenture;

              


      

       

      
        	
                5.1.2.

              	
                this
      Debenture constitutes its legal valid binding and enforceable obligations
      and is a security over the relevant assets of the Chargor effective in
      accordance with its terms;

              


      

       

      
        	
                5.1.3.

              	
                all
      necessary authorisations and consents to enable or entitle it to enter
      into this Debenture and to enable it to carry on its business as it is
      currently being

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      conducted
have been obtained and will remain in full force and effect during the
subsistence of the security constituted by this Debenture;

       

      
        	
                5.1.4.

              	
                no
      Event of Default under Article 8 of the Loan and Security Agreement has
      occurred and/or is continuing and, so far as the Chargor is aware, no
      event has occurred which with the giving of notice or lapse of time or
      both would constitute such an
event;

              


      

       

      
        	
                5.1.5.

              	
                there
      are no legal proceedings pending or threatened before any court or
      tribunal which will adversely affect the Chargor’s financial
      situation;

              


      

       

      
        	
                5.1.6.

              	
                there
      are no other mortgages charges (fixed or floating) pledges liens or other
      security interests affecting any of the Chargor’s assets existing at the
      date of this Debenture (other than Permitted
  Encumbrances);

              


      

       

      
        	
                5.1.7.

              	
                the
      Chargor is not insolvent (as defined in the Insolvency Act 1986) at the
      date of this Debenture; and

              


      

       

      
        	
                5.1.8.

              	
                all
      information supplied by the Chargor or its agents to the Bank or its agent
      on or prior to the date of this Agreement was at the time supplied and
      remains at the date of this Debenture true, complete and accurate in all
      respects.

              


      

       

      
        	
                5.2.

              	
                The
      Chargor warrants with the Bank to:

              


      

       

      
        	
                5.2.1.

              	
                keep
      all buildings and all vehicles plant machinery fixtures and fittings owned
      by the Chargor in good repair and condition and permit any person or
      persons nominated by the Bank free access at all reasonable times to view
      the state and condition thereof;

              


      

       

      
        	
                5.2.2.

              	
                insure
      and keep insured such of its property as is insurable with such insurer
      and against such risks and in such amounts and otherwise in such terms as
      the Bank may require and will maintain such other insurances as are
      normally maintained by prudent companies carrying on similar businesses
      with the interest of the Bank noted upon all policies of such insurance
      or, if the Bank shall require and if it is reasonably practicable to do
      so, in the joint names of the Chargor and the Bank and the Chargor will
      deposit with the Bank all such policies and receipts for all premium and
      other payments necessary for effecting and maintaining such
      insurances;

              


      

       

      
        	
                5.2.3.

              	
                apply
      any insurance proceeds in making good the loss or damage or at the Bank’s
      option in or towards the discharge of the monies obligations and
      liabilities secured by this
Debenture;

              


      

       

      
        	
                5.2.4.

              	
                punctually
      pay all rents taxes duties assessments debts and other outgoings and
      observe and perform all restrictive and other covenants under which any of
      the property subject to this Debenture is
held;

              


      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                5.2.5.

              	
                (unless
      and until otherwise instructed by the Bank pursuant to the provisions of
      the Loan and Security Agreement or otherwise) pay or procure the payment
      of all monies which it may receive in respect of the Debts only into a
      separate bank account with the Royal Bank of Scotland where the monies
      therein are held on trust for the Bank and until payment into such an
      account the Chargor shall in any event hold all such monies on trust for
      the Bank;

              


      

       

      
        	
                5.2.6.

              	
                not
      allow the bank account mentioned in clause 5.2.5 or any other bank account
      into which such monies are paid to become
  overdrawn;

              


      

       

      
        	
                5.2.7.

              	
                deal
      with the Debts (and the proceeds thereof) in accordance with clause 5.2.5
      and in accordance with any directions from time to time given in writing
      by the Bank and in default of and subject to any such directions deal with
      the same only in the ordinary and proper course of its trading business
      (and for this purpose the realisation of debts by means of block
      discounting factoring or the like shall not be regarded as dealing in the
      ordinary and proper course of its trading
  business);

              


      

       

      
        	
                5.2.8.

              	
                at
      any time after this Debenture has become enforceable immediately at the
      request of the Bank execute a legal assignment (in such form as the Bank
      may require) of any of the Debts to the Bank, give notice thereof to the
      relevant debtor(s) and take such other steps as the Bank may require to
      perfect such legal assignment;

              


      

       

      
        	
                5.2.9.

              	
                at
      any time after this Debenture has become enforceable deal with all licence
      fees royalties and other monies deriving from its intellectual property in
      accordance with any directions from time to time given in writing by the
      Bank;

              


      

       

      
        	
                5.2.10.

              	
                subject
      to the rights of any prior mortgagee and upon the request of the Bank
      deposit with the Bank all deeds certificates and documents constituting or
      evidencing title to the property or any part thereof charged by this
      Debenture (including without limitation all certificates or other
      documents of title relating to all stocks shares and other securities now
      or in the future belonging to the Chargor) and all insurance
      policies;

              


      

       

      
        	
                5.2.11.

              	
                comply
      with the provisions of all present or future statutes and directives and
      every notice order direction licence consent or permission given or made
      under any of the foregoing and the requirements of any competent authority
      so far as any of the same shall relate to its assets or their use or
      anything done on any property belonging to or occupied by the
      Chargor;

              


      

       

      
        	
                5.2.12.

              	
                provide
      the Bank with all financial and other information with respect to the
      assets, liabilities and affairs of the Chargor and its subsidiaries and
      associated companies (if any) that the Bank may from time to time require
      subject always to the Bank adhering to any general duties of
      confidentiality implied by law and the provisions of Section 12.8 of the
      Loan and Security Agreement in respect of such
  information.

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                5.3.

              	
                If
      the Chargor shall fail to satisfy the Bank that it has performed any of
      its obligations under clause 5.2 then the Bank may take such steps as it
      considers appropriate to procure the performance of such obligation and
      shall not thereby be deemed to be a mortgagee in possession and the monies
      expended by the Bank shall be reimbursed by the Chargor on demand on a
      full indemnity basis and be secured on the property charged by this
      Debenture.

              


      

       

      
        	
                6.

              	
                Enforcement

              


      

       

      
        	
                6.1.

              	
                This
      Debenture shall become enforceable:

              


      

       

      
        	
                6.1.1.

              	
                upon
      the occurrence of any Event of Default under Article 8 of the Loan and
      Security Agreement which is continuing;
or

              


      

       

      
        	
                6.1.2.

              	
                upon
      the presentation of a petition for the winding up of the Chargor the
      making of an order for the winding up of the Chargor or the passing by the
      Chargor of a resolution for voluntary winding up save where the winding-up
      petition is frivolous or vexatious and is discharged, stayed or dismissed
      within fourteen (14) days of commencement;
or

              


      

       

      
        	
                6.1.3.

              	
                if
      an encumbrancer shall take possession of or a receiver shall be appointed
      over or any secured creditor of the Chargor shall seek to enforce its
      security in respect of all or any of the property or assets charged by
      this Debenture; or

              


      

       

      
        	
                6.1.4.

              	
                if
      a petition is presented or if the Chargor or its directors resolve to
      present a petition for an administration order in relation to the Chargor
      or if an administration application is made or filed in relation to the
      Chargor if a notice of intention to appoint an administrator in relation
      to the Chargor is given or if any notice of appointment of an
      administrator in relation to the Chargor is made or filed;
    or

              


      

       

      
        	
                6.1.5.

              	
                if
      the Chargor shall enter into any composition or arrangement for the
      benefit of its creditors.

              


      

       

      
        	
                6.2.

              	
                Section
      103 of the Law of Property Act 1925 shall not apply and the statutory
      power of sale and all other powers under that or any other Act as varied
      or extended by this Debenture shall arise on and be exercisable at any
      time after the Bank shall have demanded the payment or discharge by the
      Chargor of all or any of the monies obligations and liabilities secured by
      this Debenture.

              


      

       

      
        	
                6.3.

              	
                Section
      93 of the Law of Property Act 1925 dealing with the consolidation of
      mortgages shall not apply to this
Debenture.

              


      

       

      
        	
                7.

              	
                Receiver

              


      

       

      
        	
                7.1.

              	
                At
      any time after this Debenture has become enforceable or if the Chargor so
      requests in writing the Bank may without further notice to the Chargor
      appoint by writing under hand or under seal any one or more persons either
      singly jointly

              


      

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      severally
or jointly and severally to be a receiver, receiver and manager or
administrative receiver (each a “Receiver”) of all or any part or parts of the
property charged by this Debenture and either at the time of appointment or any
time thereafter may fix his or their remuneration and except as otherwise
required by statute may remove any such Receiver and appoint another or others
in his or their place.  This clause shall operate subject to the
provisions of Paragraph 43 of Schedule B1 to the Insolvency Act
1986.

       

      
        	
                7.2.

              	
                Any
      Receiver shall be the agent of the Chargor and the Chargor alone shall be
      responsible for such agent’s acts and defaults and liable under any
      contracts or engagements made or entered into by such agent and the Bank
      shall in no way be responsible for such agent’s misconduct, negligence or
      default.

              


      

       

      
        	
                7.3.

              	
                The
      remuneration of any Receiver shall form part of the sums secured under
      this Debenture and accordingly shall be secured on such part of the
      property charged by the debenture in respect of which he has been
      appointed.

              


      

       

      
        	
                7.4.

              	
                Any
      Receiver shall have all the powers conferred by the Law of Property Act
      1925 and the Insolvency Act 1986 on mortgagors mortgagees in possession
      (but without liability as such) receivers administrative receivers and
      administrators appointed under those Acts which in the case of joint
      receivers may be exercised either jointly or severally. In addition, but
      without prejudice to the generality of the foregoing the Receiver shall
      have power (in the name of the Chargor or otherwise and in such manner and
      on such terms and conditions as he shall think fit)
  to:

              


      

       

      
        	
                7.4.1.

              	
                take
      possession of collect and get in all or any part of the property (or
      related rents or income) in respect of which he is appointed and for that
      purpose to take any proceedings;

              


      

       

      
        	
                7.4.2.

              	
                carry
      on or concur in carrying on the business of the Chargor and to raise money
      from the Bank or others on the security of any property charged by this
      Debenture;

              


      

       

      
        	
                7.4.3.

              	
                purchase
      or acquire any land and purchase, acquire and grant any interest in or
      right over land;

              


      

       

      
        	
                7.4.4.

              	
                sell
      or concur in selling let or concur in letting and terminate or accept
      surrenders of leases or tenancies of any of the property charged by this
      Debenture in respect of which he has been appointed and to carry any such
      transactions into effect;

              


      

       

      
        	
                7.4.5.

              	
                sell,
      assign let or otherwise dispose of or concur in selling, assigning,
      letting or otherwise disposing of all or any of the debts and any other
      property in respect of which he is
appointed;

              


      

       

      
        	
                7.4.6.

              	
                make
      any arrangement or compromise or enter into any contracts between the
      Chargor and any other person which he may think
  expedient;

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                7.4.7.

              	
                make
      and effect all repairs improvement and
  insurances;

              


      

       

      
        	
                7.4.8.

              	
                purchase
      materials tools equipment goods or
supplies;

              


      

       

      
        	
                7.4.9.

              	
                call
      up any uncalled capital of the Chargor with all the powers conferred by
      the Articles of Association of the Chargor in relation to
      calls;

              


      

       

      
        
          	
                  7.4.10.

                	
                  employ
      engage and appoint managers and other employees and `professional
      advisers;

                


        

         

      

      
        	
                7.4.11.

              	
                do
      all such other acts and things as may be considered to be incidental or
      conducive to any other matters or powers aforesaid or to the realisation
      of the security constituted by this Debenture and which he lawfully may or
      can do.

              


      

       

      
        	
                8.

              	
                Application
      of Proceeds

              


      

       

      
        	
                8.1.

              	
                The
      provisions of Section 109(6) and (8) of the Law of Property Act 1925 shall
      not apply and any monies received by the Bank or any Receiver shall
      subject to the repayment of any claims having priority to the charges
      created by this Debenture be applied in the following order but without
      prejudice to the right of the Bank to recover any shortfall from the
      Chargor:

              


      

       

      
        	
                8.1.1.

              	
                in
      the payment of all costs charges and expenses of and incidental to the
      appointment of the Receiver and the exercise of all or any of his powers
      and of all outgoings paid by him;

              


      

       

      
        	
                8.1.2.

              	
                in
      the payment of the Receiver’s
remuneration;

              


      

       

      
        	
                8.1.3.

              	
                in
      or towards payment of any debts or claims which are by statute payable in
      preference to money secured by this
Debenture;

              


      

       

      
        	
                8.1.4.

              	
                in
      or towards the satisfaction of the monies obligations and liabilities
      secured by this Debenture in such order as the Bank in its absolute
      discretion thinks fit;

              


      

       

      
        	
                8.1.5.

              	
                in
      payment of the surplus (if any) to the person or persons entitled to
      it.

              


      

       

      
        	
                8.2.

              	
                All
      monies received recovered or realised by the Bank under this Debenture may
      be credited at the discretion of the Bank to any suspense or impersonal
      account and may be held in such account for so long as the Bank shall
      think fit pending its application from time to time in or towards the
      discharge of any of the monies obligations and liabilities secured by this
      Debenture.

              


      

       

      
        	
                9.

              	
                Protection
      of Third Parties

              


      

       

      No person
dealing with a Receiver or the Bank shall be concerned to enquire whether any
power which he or it is purporting to exercise has become exercisable or whether
any money is due under this Debenture or as to the application of any money paid
raised or borrowed or as to the propriety or

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      regularity
of any sale by or other dealing with such Receiver or the Bank. All the
protection to purchasers contained in Sections 104 and 107 of the Law of
Property Act 1925 shall apply to any person purchasing from or dealing with a
Receiver or the Bank.

       

      
        	
                10.

              	
                Entry
      into Possession

              


      

       

      If the
Bank or any Receiver shall enter into possession of the property hereby charged
or any part thereof it or he may from time to time and at any time go out of
such possession. Neither the Bank nor any Receiver shall in any circumstances
(either by reason of any entry into or taking of possession of any such property
or for any other reason and whether as mortgagee in possession or on any other
basis) other than its gross negligence or wilful misconduct be liable to account
to the Chargor for anything except its or his actual receipts or be liable to
the Chargor for any loss or damage arising from any realisation of the property
hereby charged or from any act default or omission in relation
thereto.

       

      
        	
                11.

              	
                Power
      of Attorney

              


      

       

      The
Chargor irrevocably appoints the Bank any Receiver and any person nominated by
the Bank jointly and also severally to be the attorney of the Chargor with the
power of substitution and in its name and otherwise on its behalf and as its act
and deed, regardless of whether this Debenture has become enforceable, to sign
or execute all deeds instruments and documents which the Bank or any Receiver
may deem necessary or expedient, as determined solely and exclusively by the
Bank, to protect or preserve the Bank’s rights and remedies under this
Debenture, as directed by the Bank. The Chargor agrees to ratify and confirm
anything such attorney shall lawfully and properly do in accordance with this
provision.

       

      
        	
                12.

              	
                Appointment
      of Administrator

              


      

       

      
        	
                
12.1.

              	
                The
      Bank may without notice to the Chargor appoint any one or more persons to
      be an administrator of the Chargor pursuant to paragraph 14 of Schedule B1
      of the Insolvency Act 1986 if this debenture becomes
      enforceable.

              


      

       

      
        	
                
12.2.

              	
                Any
      appointment under this clause 12
shall:

              


      

       

      
        	
                
12.2.1.

              	
                be
      in writing signed by a duly authorised signatory of the Bank;
      and

              


      

       

      
        	
                
12.2.2.

              	
                take
      effect, in accordance with paragraph 19 of Schedule B1 of the Insolvency
      Act 1986, when the requirements of paragraph 18 of Schedule B1 of the
      Insolvency Act 1986 are satisfied.

              


      

       

      
        	
                12.3.

              	
                The
      Bank may (subject to any necessary approval from the court) end the
      appointment of an Administrator and under this clause 12 appoint a
      replacement for any Administrator whose appointment ends for any
      reason.

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                13.

              	
                Currency
      Indemnity

              


      

       

      If for
the purposes of obtaining judgment in any court in any jurisdiction with respect
to this Debenture it becomes necessary to convert into the currency of such
jurisdiction ("the Judgment Currency") any amount due under this Debenture in
any currency other than the Judgment Currency, then conversion shall be made at
the rate of exchange prevailing on the Business Day (as defined in the Loan and
Security Agreement) before the day on which judgment is given.  For this
purpose "rate of exchange" means the spot rates at which the Bank will on the
relevant date at or about 12 noon UK time sell such currency against the
Judgment Currency.  In the event that there is a change in the rate of
exchange prevailing between the Business Day before the day on which the
judgment is given and the date of payment of the amount due, the Chargor will on
the date of payment pay such additional amounts (if any) as may be necessary to
ensure that the amount paid on such date is the amount in the Judgment Currency
which when converted at the rate of exchange prevailing on the date of payment
is the amount then due under this Debenture in such other currency.  Such
additional amounts (if any) payable under this Clause will be due as a separate
debt and shall not be affected by judgment being obtained for any other sums due
under or in respect of this Debenture.

       

      
        	
                14.

              	
                New
      Accounts

              


      

       

      If the
Bank shall at any time receive actual or constructive notice of any charge or
other interest affecting any part of the property hereby charged then the Bank
may open a new account or accounts for the Chargor and if the Bank does not do
so then the Bank shall be treated as if it had in fact done so at the time when
it received or was deemed to receive notice and as from that time all payments
made by the Chargor to the Bank shall be credited or treated as having been
credited to the new account and shall not operate or reduce the amount secured
by this Debenture at the time when the Bank received or was deemed to have
received such notice.

       

      
        	
                15.

              	
                Further
      Assurance

              


      

       

      The
Chargor shall at its own cost whenever requested by the Bank immediately execute
and sign all such deeds and documents and do all such things as the Bank may
require for the purpose of perfecting or more effectively providing security to
the Bank for the payment and discharge of the monies obligations and liabilities
secured by this Debenture or to facilitate the realisation of the property and
assets mortgaged and charged by this Debenture or the exercise of any rights
vested in the Bank or any Receiver.

       

      
        	
                16.

              	
                Set-off

              


      

       

      The Bank
may at any time after this Debenture has become enforceable and without notice
to the Chargor combine or consolidate all or any of the Chargor’s

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      then
existing accounts with and liabilities to the Bank and set off or transfer any
sum or sums standing to the credit of any one or more of such accounts in or
towards satisfaction of any of the liabilities of the Chargor to the Bank on any
other account or in any other respects.  The Bank shall notify the
Chargor that such a transfer has been made.

       

      
        	
                17.

              	
                Costs
      and Indemnity

              


      

       

      
        	
                17.1.

              	
                All
      costs and expenses incurred by the Bank in relation to this Debenture or
      the monies obligations and liabilities hereby secured including without
      limitation and for the avoidance of doubt all amounts the Bank may from
      time to time require to compensate it for his internal management and
      administrative costs and expenses shall be reimbursed by the Chargor to
      the Bank on demand on a full indemnity basis and until so reimbursed shall
      carry interest at the rate of 3 per cent above the base rate of Barclays
      Bank Plc from time to time from the date of demand to the date of
      reimbursement and be secured on the property charged by this
      Debenture.  A certificate signed by the Bank as to the amount of
      such costs and expenses shall be conclusive and binding upon the
      Chargor.

              


      

       

      
        	
                17.2.

              	
                The
      Bank and every Receiver attorney or other person appointed by the Bank
      under this Debenture and their respective employees (“the Indemnified
      Persons”) shall be entitled to be indemnified on a full indemnity basis
      out of the property charged by this Debenture in respect of all
      liabilities and expenses incurred by any of them in or directly or
      indirectly as a result of the exercise or purported exercise of any of the
      powers authorities or discretions vested in them under this Debenture and
      against all actions proceedings losses costs claims and demands (save
      where the same is due to the gross negligence or wilful misconduct of any
      of the Indemnified Persons) in respect of any matter or thing done or
      omitted in any way relating to the property charged by this Debenture and
      the Bank and any such Receiver may retain and pay all sums in respect of
      the same out of the monies received under the powers conferred by this
      Debenture.

              


      

       

      
        	
                18.

              	
                Miscellaneous

              


      

       

      
        	
                18.1.

              	
                The
      Bank may without discharging or in any way affecting the security created
      by this Debenture or any remedy of the Bank grant time or other indulgence
      or abstain from exercising or enforcing any remedies securities guarantees
      or other rights which it may now or in the future have from or against the
      Chargor and may make any arrangement variation or release with any person
      or persons without prejudice either to this Debenture or the liability of
      the Chargor for the monies obligations and liabilities secured by this
      Debenture.

              


      

       

      
        	
                18.2.

              	
                The
      Bank shall have a full and unfettered right to assign the whole or any
      part of the benefit of this Debenture and the expression ‘the Bank’ shall
      include its successors and assigns and the Bank shall be entitled to
      disclose any information relating to the Chargor and/or its obligations
      and liabilities under this Debenture and/or under the Loan and Security
      Agreement and/or under any of the
other

              


      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Loan
Documents (as defined in the Loan and Security Agreement) to any actual or
prospective assignee successor or participant.

       

      
        	
                18.3.

              	
                The
      Chargor shall not and shall not purport to assign, transfer or otherwise
      dispose of any of its rights or obligations under this
      Debenture.

              


      

       

      
        	
                18.4.

              	
                The
      provisions of this Debenture shall be severable and if at any time any one
      or more such provisions is or becomes invalid illegal or unenforceable the
      validity legality and enforceability of the remaining provisions shall not
      in any way be impaired.

              


      

       

      
        	
                18.5.

              	
                The
      rights and remedies of the Bank provided by this Debenture are cumulative
      and are not exclusive of any rights powers or remedies provided by law and
      may be exercised from time to time and as often as the Bank may deem
      expedient.

              


      

       

      
        	
                18.6.

              	
                Any
      reference in this Debenture to any statute or any section of any statute
      shall be deemed to include reference to any statutory modification or
      re-enactment thereof for the time being in
  force.

              


      

       

      
        	
                18.7.

              	
                A
      person who is not a party to this Debenture has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Debenture but this does not affect any right or remedy of a third party
      which exists or is available apart from that
  Act.

              


      

       

      
        	
                19.

              	
                Communications

              


      

       

      
        	
                19.1.

              	
                Every
      notice demand or other communication under this Debenture shall be in
      writing and may be delivered personally or by letter or facsimile
      transmission dispatched as follows:

              


      

       

      (a)           if
to the Bank to:

       

      
        	 	
                Address:

              	
                Silicon
      Valley Bank

                2221
      Washington St.

                One
      Newton Executive Park, Ste 200

                Newton,
      MA 02462-1417, U.S.A

              
	 	
                Fax
      No.

              	
                (001)
      (617) 527-7368

              
	 	
                For
      the Attention of:

              	
                Christine
      Egitto

              


      

      


      (b)           if
to the Chargor:

       

      
        	 	
                Address:

              	
                c/o
      Global Telecom & Technology, Inc

                8484
      Westpark Drive, Suite 720

                McLean,
      VA 22102, U.S.A

              
	 	
                Fax
      No.

              	
                (001)
      (703) 442-5595

              
	 	
                For
      the Attention of:

              	
                Chief
      Financial Officer

              


      

      



      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      or such
other address or facsimile number as may be notified in accordance with this
clause by the relevant party to the other party for such purpose.

       

      
        	
                19.2.

              	
                Every
      notice demand or other communication shall be deemed to have been received
      (if sent by post) 24 hours after being posted first class postage prepaid
      (if posted from and to an address within the United Kingdom) or 5 working
      days after being posted prepaid airmail (if posted from or to an address
      outside the United Kingdom) and (if delivered personally or by facsimile
      transmission) at the time of delivery or dispatch if during normal
      business hours on a working day in the place of intended receipt and
      otherwise at the opening of business in that place on the next succeeding
      such working day.

              


      

       

      
        	
                19.3.

              	
                The
      Bank and any Receiver may but shall not be obliged to rely upon and act in
      accordance with any communication which may be or purport to be given by
      telephone or facsimile transmission on behalf of the Chargor by any person
      notified to the Bank by the Chargor as being authorised to give such
      communication without enquiry as to the authority and identity of the
      person making or purporting to make such communication.  The
      Chargor shall indemnify and keep the Bank or any Receiver indemnified on a
      full indemnity basis against all losses, claims, actions, proceedings,
      damages, costs and expenses incurred or sustained by the Bank as a result
      of relying upon or acting in accordance with any such
      communication.

              


      

       

      
        	
                19.4.

              	
                All
      notices, demands or other communications under or in connection with this
      Debenture shall be in English.

              


      

       

      
        	
                20.

              	
                Governing
      Law and Jurisdiction

              


      

       

      
        	
                20.1.

              	
                This
      Debenture and all disputes or claims arising out of or in connection with
      it or its subject matter or formation (including non-contractual disputes
      or claims) shall be governed by and construed in accordance with the laws
      of England and Wales.

              


      

       

      
        	
                20.2.

              	
                The
      parties to this Debenture irrevocably agree that, subject as provided
      below, the courts of England and Wales shall have exclusive jurisdiction
      to settle any dispute or claim that arises out of or in connection with
      this Debenture or its subject matter or formation (including
      non-contractual disputes or claims). Nothing in this clause 20 shall limit
      the right of the Bank to take proceedings against the Chargor in any other
      court of competent jurisdiction, nor shall the taking of proceedings in
      any one or more jurisdictions preclude the taking of proceedings in any
      other jurisdictions, whether concurrently or not, to the extent permitted
      by the law of such other
jurisdiction.

              


      

       

      
        	
                21.

              	
                Certificate

              


      

       

      The
Chargor certifies that neither its entry into the Loan and Security Agreement
nor its entry into this Debenture contravenes its Memorandum and Articles of
Association or any regulations, restrictions, conditions or stipulations
affecting

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      the
charged property and that both the Loan and Security Agreement and this
Debenture have been executed in accordance with such constitutional documents
and other factors.

       

      
        	
                22.

              	
                Land
      Registry Restriction

              


      

       

      Insofar
as the title to any leasehold or freehold property comprised in the property
charged under this Debenture is registered, the Chargor hereby applies to the
Registrar for a restriction in the following terms to be entered on the
register:

       

      “Except
under an Order of the Registrar no disposition of the registered estate by the
proprietor of the registered estate (other than by a prior charge) is to be
registered without a written consent signed by Silicon Valley Bank or by its
solicitors,
[                ]
of
[                          ].”

       

      IN WITNESS WHEREOF this
Debenture has been duly executed and delivered as a Deed on the date written at
the beginning of this Deed.

       

      
        	
                EXECUTED AND DELIVERED
      as a DEED
      by

                acting
      by Richard D CalderJr

                a
      director in the presence of:-

              	
                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                ................................................

              
	 
      	 
      	
                Director

              


      

      


      


      
        	
                Witness’
      signature

              	
                ..............................

              	 
      
	 
      	 
      	 
      
	
                Name

              	
                ..............................

              	 
      
	 
      	 
      	 
      
	
                Address

              	
                ..............................

              	 
      
	 
      	 
      	 
      
	 
      	
                ..............................

              	 
      
	 
      	 
      	 
      
	
                Occupation

              	
                ..............................

              	 
      


      

      


      


      
        	
                EXECUTED AND DELIVERED
      as a DEED

                on
      behalf of SILICON VALLEY
      BANK

                a
      company incorporated in

                the
      State of California, U.S.A.

                by

                being
      a person who, in accordance

                with
      the laws of that territory, is acting

                under
      the authority of the company

              	
                )

                )

                )

                )

                )

                )

                )

                )

              	 
      
	 
      	 
      	 
      


      

      


       


      
        
           


        

        
          15